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Sona Master Services Agreement

This Sona Master Services Agreement (the "Agreement") governs your (collectively, "you," "your," or "Customer") acquisition and use of the Services (as defined herein), which include the features available through our website, www.sona.com, including both mobile and online versions, and related websites (collectively, the "Site"), and the software and technical platform(s) available on and through the Site (collectively, the "Platform"). The Services are made available by Sona Labs LLC ("Sona," "we," "our," or "us"). Sona and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." Capitalized terms not otherwise defined in this Agreement will have the respective meanings assigned to them in Section 1 (Definitions).

If the Customer registers for a Free Trial, the terms of this Agreement will also govern that Free Trial. This Agreement is effective as of the earlier of (a) the date you first access or use any part of the Services (including during a Free Trial), or (b) the date you otherwise agree to this Agreement (the "Effective Date"). By clicking an "I Accept," "Sign Up", "Continue" or similar button or check box referencing this Agreement or by accessing the Services, you acknowledge that you have read, understood, accept, and agree to the terms of this Agreement and affirm that you are over the age of 18. If the individual accepting this Agreement does so on behalf of a company or other legal entity, such individual represents that they have the authority to bind that entity and its affiliates to the terms and conditions of this Agreement, in which case the "Customer" shall refer to such entity and its affiliates. If the individual does not have such authority, or does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Services. You acknowledge that this Agreement forms a binding contract between you and Sona, even though it is electronic and is not physically signed, and that it governs, without limitation, your use of and access to the Services, unless you signed a separate Master Services Agreement or other similar agreement with Sona.

This Agreement incorporates by reference our Data Processing Agreement and Privacy Policy. By agreeing to this Agreement, Customer acknowledges and agrees to be bound by the Data Processing Agreement and the Privacy Policy, which are integral parts of this Agreement. Customer is encouraged to review these documents carefully before using the Services.

1. Definitions

"Account Information" means information about your Sona account, including Personal Data, and other information that you and your Users provide to Sona in connection with (a) the creation or administration of your Sona account; or (2) Sona's maintenance of your account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, metadata, support communications, billing information, and usage information associated with your Authorized Users and Sona account.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Authorized User" means any individual who is authorized to access the Services by Customer. Each Authorized User must use a unique identity to access and use the Services, and may access the Services only to the extent accessed by the Customer.

"Beta Services" means a Service, or a feature of the Services, that is designated or presented to Customer as alpha, beta, experimental, pilot, limited release, developer preview, early access, non-production, evaluation, provided prior to general commercial release, or similar.

"Customer" means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

"Customer Data" means personal contact information regarding Authorized Users, and all personal data or other materials solely provided by you to Sona in connection with the Services.

"Free Trial" means a limited period during which a Customer can access and use specified Services at no cost. The Free Trial begins upon registration and lasts for a duration specified by the website or Order Form. During this period, Customers have access to the features and functionalities of the Services. The terms governing the Free Trial are incorporated into and governed by this Agreement.

"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, and any other intellectual property rights recognized in any jurisdiction.

"Order Form" means any ordering document, online signup flow, invoice, email, pricing page, or other communication issued by Sona that specifies the Services to be provided, applicable fees, term, and other relevant commercial terms. An Order Form may be entered into between Customer and Sona (or any of their respective Affiliates) by signature, online acceptance, payment, or use of the Services. An Order Form does not require a signature to be binding. By entering into or acting upon an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

"Personal Data" means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, including, but not limited to: (a) a first or last name; (b) geolocation information sufficient to identify a street name and name of city or town; (c) an email address or other online contact information, (d) a telephone number; (e) IP address, user ID, or other persistent identifier that can be used to recognize a user over time and across different devices, websites or online services; or (f) any information that otherwise is regarded as personal data or personal information under applicable laws and regulations.

"Product Data" means any data, reports, code, insights, and other content or materials that are made available to you through the use of the Services. Product Data is exclusive of Account Information.

"Services" means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer under a Free Trial and made available online by Sona, including any accompanying or related infrastructure, functionality, technology or analytics, including the Product Data. Services exclude information obtained by Sona from publicly available sources and made available to Customer through the Services. Services also exclude web-based, mobile, offline, or other software functionality that interoperates with a Service that is provided by Customer or a third party.

"Third-Party Applications" means computer software programs and other technology that are provided or made available to Customer or Authorized Users by third parties, including those with which the Service may interoperate, including, for example, Customer's CRM, marketing automation software, email marketing or sales enablement software, if any.

"Usage Charges" refer to the fees incurred by the Customer for the use of the Services that exceed the predefined thresholds or limits specified in the relevant Order Form. These charges are calculated based on the actual usage metrics and at the rates as detailed in the applicable Order Form and are billed as set forth in this Agreement.

2. Services

2.1 License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services (including the Product Data), during the Term (as defined below) of this Agreement, only for your own internal business use, and only in a manner that complies with this Agreement and all legal requirements that apply to you or your use of the Services. The Services may incorporate or include certain software and data developed and licensed to Sona by third parties, in which case Sona hereby grants Customer to the maximum extent possible the rights that Sona is permitted to grant under the license between Sona and the applicable third party. Sona may revoke this license at any time, in its sole discretion, without notice and without liability.

2.2 Account Information

We may collect Account Information, which may contain Personal Data, about your use of the Services and about Authorized Users that Authorized Users (or Customer): (i) provide to Sona in connection with the creation or administration of their account; or (ii) generate in connection with their use of the Services. We will process Account Information that includes Personal Data in accordance with our Privacy Policy. Customer acknowledges and agrees that Sona may require monitoring of Account Information during the Term in order to reconcile the number of Users and/or usage of the Services.

2.3 Product Data

Customer may only use Product Data as set forth in this Agreement. Sona and its licensors may use Product Data to improve its products and services. All technology used in the Services and all Product Data shall remain the exclusive property of Sona and/or its data licensors. This Agreement confers no ownership of the aforementioned technology or Product Data to the Customer, except for the rights explicitly granted herein. Customer shall not transfer possession, right or title of or to such data to any third parties for any other purpose whatsoever. You, therefore, may not use the Services, including any Product Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Product Data in any manner or form. Customer may use, store, print, or make a copy of the Product Data solely for your internal business purposes.

2.4 Enrichment

The Services include enrichment features, which will transmit Customer Data to Sona for purposes of (i) matching, cleansing, or updating records with information from Sona's commercial database and (ii) improving, developing (including through the use of techniques such as machine learning), providing, and enhancing of the Services. During such transmission, Sona will make commercially reasonable efforts to respond to match and clean, and append requests by researching and/or verifying Customer Data so submitted and supplementing Sona's commercial database with information Sona is able to verify or otherwise as needed to perform the Services. Sona may also use email deliverability data (such as email "bounce" data) accessible through Customer's use of the Services to improve the Services by, for example, eliminating invalid email addresses from it. Customer shall only provide business email addresses (emails tied to a business domain) in Customer Data to Sona. Customer shall have no expectation that Sona can or will enrich personal email addresses (e.g., Gmail).

2.5 Third-Party Applications

Customer may be able to use the Services through integrations, webhooks or other connections to one or more Third-Party Applications (each, a "Connection"). When you or your Authorized Users implement a Connection to a Third-Party Application, you grant to Sona the right, and are expressly instructing Sona, to access and interoperate with that Third-Party Application during the Term to provide and support the Service. Customer is responsible for complying with all applicable third-party terms, policies, and licenses governing its access and use of Third-Party Applications and associated data.

2.6 Suspension of Services

If Sona reasonably believes that you or any Authorized User is engaged in or facilitated any unauthorized or unlawful access or use of the Services (including the Product Data) in violation of this Agreement or applicable law, Sona, in its sole discretion, may immediately suspend or limit your access to the Product Data and/or the Services until such violation is resolved to Sona's reasonable satisfaction. We will use commercially reasonable efforts to give you prior e-mail notice of suspension under this Section, and we will resume the Services as soon as possible once the issue necessitating suspension is resolved. We disclaim all liability arising from any such suspension, including for any data loss, access delay, or business interruption.

2.7 Free Trial

If Customer registers for a Free Trial, Sona will make the applicable Services available free of charge until the earlier of: (a) the end of the Free Trial term specified during registration, as may be extended by Sona in its sole discretion; (b) the start date of a paid subscription; or (c) termination by Sona in its sole discretion (including by email or within the Services). Additional trial terms and conditions may appear on the Free Trial registration web page or within the Services and are incorporated by reference into this Agreement. Customer may cancel at any point during the Free Trial, by ceasing use of the Services. Free Trials are provided on an as-is basis without indemnification or warranties. Sona has no obligation to retain or restore any data or configurations created during the trial unless Customer upgrades to a paid plan before the Free Trial ends. Sona shall not be liable for any damage relating to the loss or damage of data and information nor for restoring the same. Nothing in this section limits Customer's liability for breach of this Agreement of violation of any law during the Free Trial period.

2.8 Beta Services

If Customer chooses to receive Beta Services, Customer agrees to comply with any written requirements provided by Sona regarding those Beta Services. Beta Services are offered solely for experimental purposes and without warranty of any kind, and may be modified or discontinued at Sona's sole discretion.

2.9 Accuracy of Product Data

During the Term, Sona agrees to take commercially reasonable steps to correct errors and omissions in Product Data when discovered by Sona and/or upon notification by Customer.

2.10 Customer Security

Customer affirms that all locations within Customer's environment where Product Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Product Data is accessible only by Customer.

3. Rights, Privacy and Security

3.1 Customer License to Customer Data

Sona acknowledges that Customer owns and retains all right, title, and interest in and to the Customer Data, which excludes Service usage data, aggregated data, de-identified data, and any other information, data models, content, or materials owned or controlled by Sona. Customer hereby grants Sona a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Customer Data during the Term of this Agreement solely for the purpose of hosting, operating, improving, and providing the Services and other related products, services, and technologies.

3.2 Customer Data Obligations

You are responsible for (a) Customer Data, including the content, accuracy, and integrity of Customer Data and for correcting errors and omissions in Customer Data, and your secure transmission of such data to Sona, (b) any communications between you and any individual contained within Product Data and (c) your processing of Product Data, including compliance with Data Protection Laws (as defined in the DPA). You further represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to maintain all necessary permissions, consents and opt-out mechanisms, as required by applicable laws, in order to lawfully collect and provide Customer Data to Sona for processing as contemplated by this Agreement.

3.3 Necessary Rights

Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all rights, authority, and licenses necessary for Sona's access to and use of the Customer Data (including any personal data provided or otherwise collected pursuant to Customer's privacy policy) and (ii) Sona's use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations, infringe any of the Parties' Intellectual Property Rights or cause a breach of any agreement or obligations between Customer and any third party.

3.4 Personal Data Obligations

The Sona Data Processing Agreement (the "DPA") is hereby incorporated by reference into this Agreement. Each Party agrees to comply with their respective obligations under the DPA with respect to any Personal Data transferred by one Party to another as set forth in more detail in the DPA.

3.5 Usage Data

Notwithstanding anything to the contrary in this Agreement, Sona may collect, use, and analyze general information and data from its customers (including Customer Data) for purposes such as research, marketing, analysis, and benchmarking, and other purposes reasonably required to develop, deliver, and provide ongoing innovation to the Services, provided that Sona does not specifically identify you or disclose any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing such information or data. As between the parties, Sona exclusively owns and reserves all right, title, and interest in and to the Usage Data.

4. Intellectual Property

4.1 Sona Intellectual Property

Sona and its licensors retain all rights, title, and interest in and to the Services (including the Product Data), including all related software, data, technology, documentation, and any improvements or derivative works, and all Intellectual Property Rights in and to any of the foregoing (collectively, "Sona IP"). This includes any Product Data that you download, print, save, or incorporate into other materials. Except for the limited rights expressly granted to you to use the Services, no rights or licenses are granted to you by implication, estoppel, or otherwise. To the extent you acquire any right, title, or interest in the Sona IP, you hereby assign all such right, title, and interest to Sona.

4.2 Feedback

If Customer provides Sona feedback, comments, ideas, or suggestions concerning the Services (collectively, "Feedback"), Customer hereby assigns to Sona all right, title, and interest in and to the Feedback, and Sona is free to use the Feedback without payment, attribution, or restriction. All Feedback is provided voluntarily and is not considered the Customer's Confidential Information.

4.3 Third Party Websites

You acknowledge that information and content accessible through the Services may be protected by the Intellectual Property Rights of third parties. The Services may contain links to websites or resources of others; however, we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for your use of any third-party websites while using the Services.

5. Restrictions on Use

You agree not to, and will not permit any third party to:

  • license, sublicense, sell, resell, rent, lease, outsource, act as a service bureau, or otherwise make the Services or Product Data available to any third party;
  • modify, translate, adapt, or create derivative works based on the Services or Product Data;
  • decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or trade secrets underlying the Services;
  • access or use the Services or Product Data to build or support, directly or indirectly, a competing product or service;
  • use the Services to send spam, duplicative or unsolicited messages, or transmit any material that is infringing, obscene, threatening, libelous, tortious, or otherwise unlawful;
  • use the Services or Product Data in violation of any applicable laws, statutes, rules, or regulations, including, but not limited to all applicable "do not call", "do not mail", and Direct Marketing Association guidelines;
  • use the Services to upload or transmit viruses or malicious code;
  • interfere with the operation or security of the Services or attempt to gain unauthorized access to the Services or related systems;
  • impersonate any person or entity, including Sona personnel, or misrepresent your identity or affiliation to in connection with accessing or using the Services;
  • publish or disclose to third parties any performance or benchmarking results related to the Services without Sona's prior written consent;
  • use the Services or Product Data in any manner beyond the scope of rights expressly granted in this Agreement;
  • use the Services or Product Data on behalf of, or for the benefit of, any third party other than your authorized Affiliates;
  • incorporate the Services or Product Data into any products or services provided or made available to third parties;
  • access, search, or extract data from the Services using any software, tools, or mechanisms (including bots, spiders, or scrapers) not provided or authorized by Sona;
  • use the Services or Product Data to determine a consumer's eligibility for (a) credit or insurance for personal, family, or household purposes, (b) employment, (c) a government license or benefit, or (d) any other purpose governed by the Fair Credit Reporting Act; or
  • use the Services or Product Data in any manner that violates applicable law, infringes intellectual property rights, or violates the privacy rights or other rights of any person or entity.

You will be liable to Sona for any use of the Services (including Product Data) that is not authorized by this Agreement. Sona reserves the right to suspend or terminate access to the Services or Product Data without notice in the event of any violation of this Section.

6. Customer's Obligations

6.1 General

Customer is solely responsible for (i) any communications between Customer and any individual contained within Product Data and (ii) any compliance with applicable laws for any actions taken by or on behalf of you pursuant to Product Data received by you.

6.2 Reporting Obligations

Customer shall notify Sona immediately of any unauthorized use of any password or account or any other known or suspected breach of security related to the Services. Customer shall report to Sona immediately, and use reasonable efforts to stop immediately any copying, distribution, or misuse of the Services or any other related technology, services, or deliverables that become known or suspected by the Customer.

6.3 Product Data Security

Customer affirms that all locations within Customer's environment where Product Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Product Data is accessible only by Customer. In the event of any suspected activity involving Product Data that could result in the compromise of the controls described above, Customer shall promptly notify Sona and provide all available information, and shall cooperate with Sona's reasonable requests in connection with investigating and remediating any such incident.

6.4 Marketing Communications

All marketing communications used in connection with the Product Data shall (i) be devoid of any reference to the source of the recipient's name and address or to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation; (ii) comply with all applicable privacy policies; and (iii) not contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive.

6.5 Email Addresses

In addition to Customer's other obligations and use restrictions hereunder, the following terms apply to Customer when Customer receives email addresses from Sona as part of the Product Data: (i) Customer acknowledges that, if Customer will be emailing marketing solicitations regarding products prohibited by law to be advertised to or used by minors, applicable law may require suppression processing to be run against Customer's files in order to suppress all email addresses accessible to minors from such marketing solicitations. Customer warrants that Customer will apply such suppression processing as required by law prior to utilizing email address data provided herein. Customer will indemnify and hold Sona, its agents and employees harmless from and against any claim, action or liability (including damages, costs, expenses and reasonable attorneys' fees), that may arise against Sona as a result of Customer's failure to comply with the foregoing requirement; and (ii) Customer shall use the Product Data for marketing and management purposes only and shall not transfer possession, right or title of or to such data to its clients or any third parties for any other purpose whatsoever.

7. Support, Service Levels, and Managed Services

7.1 Support

Sona will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its use of the Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays ("Support Hours"), subject to the following conditions: (i) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) Customer will reasonably cooperate with Sona support staff as needed to resolve the issue.

7.2 Service Levels

Sona will use commercially reasonable efforts to make the Services available during the term of the Agreement, twenty-four hours a day, seven days a week, except for excused downtime, which, for purposes of this Agreement, means (i) planned downtime (with reasonable advance notice to Customer) of the Services; (ii) emergency downtime of the Services; and (iii) any unavailability of the Services caused by circumstances beyond Sona's reasonable control. Customer may initiate a help desk ticket during Support Hours by emailing [email protected]. Customer acknowledges and agrees that the service levels are performance targets only and any failure of Sona to meet any service level shall not result in any breach of this Agreement or any payment or liability of Sona to Customer.

7.3 Managed Services

Customer may contract with Sona to perform certain managed services beyond the software services that Sona provides ("Managed Services"), including, for instance, data and analytics strategy, data integration and engineering, data visualization and reporting. The specific details of the Managed Services to be performed, if any, will be determined on a per-project basis and described in the Order Form.

8. Fees, Invoices, Payments

8.1 Fees

Customer will pay Sona the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein, including any Usage Charges (if applicable), and without offset or deduction (collectively, the "Fees"). Sona reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term (defined below) or then-current Renewal Term (also defined below), upon sixty (60) days prior notice to Customer (which may be sent by email).

8.2 Invoices

Except as otherwise provided in the relevant Order Form, Sona will issue an annual invoice to Customer for the Fees, except for Usage Charges, during the Term. Usage Charges will be billed each calendar month. Customer will pay all amounts set forth on any such invoice no later than fifteen (15) days after Customer's receipt of an invoice.

8.3 Payments

Payments due to Sona under this Agreement must be made in U.S. dollars by credit card or debit card (unless otherwise agreed) via our payment processor, Stripe, except for payments for Managed Services (if you choose to request Managed Services), which are variable and must be paid by check, ACH, or wire transfer of immediately available funds. You understand and agree that the recurring payment for the Services (excluding Managed Services), as identified in the applicable Order Form, is a recurring payment and will continue monthly or annually (as specified in the applicable Order Form) through the Term of this Agreement. All payments are non-refundable, and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Sona may suspend Services until all payments are made in full. Customer will reimburse Sona for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest.

8.4 Payment Processor

When you use direct billing (e.g. debit card, credit card) to make a payment, we will use a third-party payment processor to bill you through the payment method you provided. To facilitate payment for the Services for direct billing, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this Agreement, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Sona assumes no liability or responsibility for any payments you make through the Service. If paying by direct billing, you must provide and maintain a current, complete, and accurate payment method. You represent and warrant that you have the legal right to use any such payment method. We reserve the right to correct any errors or mistakes that the payment processor makes, even if it has already requested or received payment. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. You authorize us to attempt repeat charges on your payment method if an initial attempt to charge fails.

8.5 Automatic Billing

If Customer has signed up for automatic billing, Sona will charge Customer's selected payment method (such as a credit card, debit card, or other method available in Customer's home country) for any Fees on the applicable payment date, including any applicable taxes. If Sona cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Sona will attempt to charge Customer's primary payment method or any other payment method that Customer has provided. In accordance with applicable law, Sona may update information regarding Customer's selected payment method if Sona is provided such information by Customer's financial institution.

8.6 Taxes

Customer shall be responsible for all sales, use, excise, ad valorem taxes, and any other similar taxes, duties, and charges of any kind imposed by any government or regulatory authority on amounts payable by Customer to Sona. In the event that Customer is required to deduct or withhold any taxes from the amounts payable to Sona, Customer will pay an additional amount so that Sona receives the amounts due in full.

9. Confidentiality

Each Party to this Agreement (each, a "Recipient") shall protect and keep confidential all non-public information ("Confidential Information") disclosed by the other Party (each, a "Disclosing Party"), whether or not it is marked or identified as "Confidential" by the Disclosing Party, and shall not, except as contemplated in this Agreement, use or disclose any such Confidential Information. For the avoidance of doubt, this includes Confidential Information provided to the Recipient prior to the Effective Date of this Agreement.

Confidential Information refers to any and all financial, technical, commercial, or other information concerning the business affairs of the Disclosing Party, including, without limitation, contractual terms and conditions, personal information, marketing or distribution data, business methods or plans, computer programs, code, algorithms, know-how, methodology, trade secrets, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, pricing and fee schedules, the Service's operations, functionality, methodology, results and look and feel, and all pricing terms offered to Customer. Confidential Information includes, without limitation, this Agreement, the Services, and Customer Personal Data. Confidential Information does not include the Product Data (which is subject to other restrictions under this Agreement) or business contact or firmographic information regarding third parties.

The existence and outcome of any dispute between the Parties, should such occur, will be maintained as Confidential Information of both Parties. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

Each Party shall maintain the other's Confidential Information in strict confidence and shall protect the other Party's disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information as it uses to protect its own Confidential Information of a similar nature, and in no event shall it use less than a reasonable standard of care in its treatment of the Confidential Information. Each Party shall limit its disclosure of the other Party's Confidential Information to those employees and consultants who have a need to know such Confidential Information in connection with the use of the Services rendered under this Agreement.

The obligations of confidentiality shall not apply to any information which: (a) was previously known to Recipient; (b) is or becomes publicly available, through no fault of Recipient; (c) is disclosed to Recipient by a third Party having no obligation of confidentiality to Disclosing Party; (d) is independently developed by Recipient; or (e) is required to be disclosed as a matter of law.

The Recipient will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement. These confidentiality obligations will survive for the Term and for five (5) years following the termination or expiration of this Agreement.

Each Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate and agrees that the Disclosing Party may seek injunctive or equitable relief without posting a bond, in addition to other available remedies.

10. Term and Termination

10.1 Term

The initial term of this Agreement shall commence upon the Effective Date and continue for the length of the Initial Term as specified in the Order Form (the "Initial Term") unless otherwise terminated by a Party in accordance with this Agreement. After the Initial Term, unless otherwise stated in the Order Form, this Agreement shall automatically be extended for additional periods of the same duration as the Initial Term (each a "Renewal Term" and taken together with the Initial Term, the "Term"), unless a Party provides the other with at least thirty (30) days written notice of its intent not to renew this Agreement prior to the end of the then-current Term.

10.2 Termination

Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Customer acknowledges that Sona may terminate this Agreement in the event that Sona chooses, or is otherwise required, to discontinue its provision of the Services contemplated in this Agreement.

10.3 Effect of Termination

Upon termination of this Agreement: (i) all fees due from Customer under this Agreement as of the date of termination will immediately be due and payable and paid in full within fifteen (15) days of the termination date; (ii) Customer will no longer access, use, or display the Services in any manner; (iii) each Party to this Agreement will cease any use of the other Party's trademarks or intellectual property; (iv) the license grants contained in Sections 3(b) and 5(b) shall immediately expire as of the date of termination; (v) each Party shall return or destroy the Confidential Information received from the other Party if requested by the Disclosing Party and shall certify such return or destruction in writing to the Disclosing Party; and (vi) all provisions of this Agreement intended by their nature to survive the termination of the Agreement, shall survive, including without limitation, confidentiality obligations, warranty disclaimers, indemnifications, limitations of liability, and dispute resolution. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due or otherwise accrued from the Effective Date to the date of expiration or termination, or entitle Customer to any refund.

10.4 Product Data and Termination

Upon expiration or termination of this Agreement for any reason, you shall cease accessing the Services in any way and delete all Product Data, including stored or cached Product Data, within 30 days of such termination, including any backup copies, and provide written confirmation to Sona of such deletion.

11. Warranties

11.1 Customer Warranties

Customer represents and warrants to Sona that: (a) it has the legal authority to enter into this Agreement and bind the entity it represents; (b) it will use the Services in compliance with all applicable Laws, rules, and regulations, including those related to data privacy, data security, marketing, and consumer protection; and (c) it has obtained, and will maintain, all necessary consents and permissions from its end users, customers, or website visitors as required under applicable laws in connection with its use of the Services.

11.2 Privacy Policy

You agree that you are solely responsible for ensuring that your conduct and policies (including your privacy policy) are sufficiently protective of your users' rights. At no point should you rely on Sona's opinion or direction as a substitute for legal advice. You represent and warrant that you will place into its privacy policy the following (or alternative, equally protective) language approved by your legal counsel:

"Notwithstanding anything else in this privacy policy, we and our marketing partners may use IP address, browser information, and your device information obtained by us when you visit our site, utilize our services, or open messages sent by us, in conjunction with third party web cookies, pixels, or similar technologies, enabling us to obtain personal data about you (such as your name, contact details, location, and employer) held by third parties. To learn more, click here [INSERT link to the section within your privacy policy that explains the collection of data]. To opt out of the specific data collection and sharing practices described in this provision, please [INSERT method that user may use to opt out - e.g., form on your site that collects the email addresses of site visitors who do not wish to have their information collected and used]."

11.3 Disclaimers

THE SERVICES AND ALL RELATED MATERIALS, INCLUDING PRODUCT DATA AND ANY OTHER DATA OR CONTENT PROVIDED BY SONA THROUGH THE SERVICES, ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SONA SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SONA DOES NOT WARRANT THAT THE SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR SECURE, OR THAT THE PRODUCT DATA WILL BE ACCURATE OR COMPLETE. SONA FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE CUSTOMER'S COMPLIANCE WITH APPLICABLE LAWS, INCLUDING THOSE RELATED TO DATA PRIVACY, MARKETING, OR CONSUMER PROTECTION. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICES AND PRODUCT DATA COMPLIES WITH ALL APPLICABLE LEGAL AND REGULATORY REQUIREMENTS.

12. Indemnification

Customer agrees to indemnify, hold harmless, and defend Sona and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's use of the Services, including without limitation: (i) any Customer Data, including, without limitation, (a) any claim that the Customer Data infringes, misappropriates or otherwise violates any third party's Intellectual Property Rights or privacy or other rights; or (b) any claim that the use, provision, transmission, display or storage of Customer Data violates any applicable law, rule or regulation; (ii) any of Customer's own business operations, products or services; (iii) any material misrepresentation by Customer; (iv) Customer's breach of this Agreement; (v) Customer's use of the Services (including Product Data) in violation of this Agreement or any applicable laws or (vi) any content or data submitted or provided by Customer through the Services. Sona reserves the right to assume the exclusive defense and control of such disputes, and in any event, Customer will cooperate with Sona in asserting any available defenses.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SONA AND ITS AFFILIATES, LICENSORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR SYSTEM FAILURE, EVEN IF SONA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY DIRECT DAMAGES EXCEEDING THE GREATER OF (A) $100, OR (II) THE TOTAL AMOUNT PAID BY CUSTOMER TO SONA FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TRIALS OR PRE-RELEASE FEATURES, SONA'S TOTAL LIABILITY IS LIMITED TO $100. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT THESE LIMITATIONS OF LIABILITIES, SONA WOULD NOT PROVIDE THE SERVICES TO YOU. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION AND ARE FUNDAMENTAL TO THE RISK ALLOCATION BETWEEN THE PARTIES.

14. Dispute Resolution

14.1 Initial Resolution Attempt

Most concerns can be resolved quickly by contacting us at [email protected]. In the unlikely event that we cannot resolve a dispute informally, you and Sona agree that any dispute, claim, or controversy arising out of your use of the Site, or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute relating to the provisions of this Dispute Resolution section itself ("Disputes"), will first be addressed informally and directly (without recourse to formal legal procedures, lawsuits, etc.) between the Parties in a good faith attempt to reach a mutually agreeable resolution of the issue.

14.2 Mandatory Arbitration of Disputes

If, after (30) days of good faith discussion as described above, no mutually agreeable resolution has been reached, you and Sona agree that any Dispute will be resolved through final and binding arbitration administered by the American Arbitration Association ("AAA") by a single arbitrator and not in a class, representative, or consolidated action or proceeding, except as set forth below in this Section. This includes Disputes arising out of or relating to the interpretation, enforceability, validity, or interpretation of this arbitration paragraph. This arbitration provision shall survive the termination of these Terms.

14.3 Arbitration Procedures

The AAA will administer the arbitration under its Streamlined Arbitration Rules and Procedures in effect at the time. The arbitration will take place in San Francisco County, California, unless the parties agree otherwise. Judgment on the arbitral award may be entered in any court having jurisdiction.

14.4 Arbitration Costs

The AAA rules will govern payment of all arbitration fees. Each party will bear its own attorneys' fees and costs, except that the prevailing party may recover its reasonable attorneys' fees and costs to the extent permitted by applicable law or the AAA rules. The arbitrator may award attorneys' fees against a party who files a frivolous claim or engages in bad faith conduct.

14.5 Injunctive and Declaratory Relief

Either party may seek equitable relief (such as a temporary restraining order or injunction) in a court of competent jurisdiction for misuse of intellectual property or breach of confidentiality, without waiving arbitration rights.

14.6 Exceptions to Arbitration

Notwithstanding the mandatory arbitration agreement in Section 14.2 above, either you or Sona may (i) assert claims, if they qualify, in a U.S. small claims court; or (ii) bring an individual action seeking only injunctive or other equitable relief from a court to prevent or stop unauthorized use or abuse of the Services or infringement or misappropriation of intellectual property without first engaging in arbitration described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco, California to resolve your claim.

14.7 No Class Actions or Class Arbitration

You may only resolve Disputes with Sona on an individual basis and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific provision is found to be unenforceable, the entirety of this "Dispute Resolution" section will be deemed void.

15. Miscellaneous Provisions

15.1 Applicable Law

This Agreement is governed by and will be construed under the laws of the State of California, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Relationship of the Parties

Sona and Customer are and will remain, independent contractors. The Agreement does not constitute a partnership or joint venture relationship. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the Parties. Neither Party is authorized to bind the other in any manner.

15.3 Publicity

You grant us the right to add your name and company logo to our customer list and website.

15.4 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Sona's prior written consent. Sona may assign this Agreement at any time, without restriction.

15.5 Waiver

Either Party's failure or delay to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. A waiver is only effective if in writing and signed by the Party granting the waiver.

15.6 Standard Terms of Customer

No terms, provisions, or conditions of any purchase order, acknowledgment, or other business form that Customer may use in connection with the acquisition or licensing of the Services will have any effect on the rights, duties, or obligations of the Parties under this Agreement, or otherwise modify this Agreement, regardless of any failure of Sona to object to such terms, provisions, or conditions.

15.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, power outages, labor disputes, acts of war or terrorism, civil unrest, or failures of internet service providers or hosting services.

15.8 Notices

Notices relating to this Agreement to Sona should be sent to [email protected] and will be deemed delivered as of the date of actual receipt. Notices relating to this Agreement to Customer may be provided by email to the address on file or through the Services, and will be deemed delivered upon transmission. Customer is responsible for keeping its contact information current.

15.9 Subcontracting

Sona may use subcontractors and other third-party providers ("Subcontractors") in connection with the performance of its own obligations under this Agreement as it deems appropriate, provided that Sona remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. Stripe), Sona shall use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but shall not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that any such losses are caused directly from the gross negligence or willful misconduct of Sona.

15.10 Entire Agreement; Precedence

This Agreement, together with any referenced policies and incorporated documents, constitutes the entire agreement between the Parties for the Services and supersedes all other proposals and agreements, whether electronic, oral or written (including any confidentiality agreements pertaining to the Services) between the Parties. In the event of conflict between this Agreement and any Order Form, the terms of such Order Form will control. Use of Sona's public-facing website remains subject to Sona's Website Terms of Use, which are separate from this Agreement and do not govern Customer's use of the Services.

15.11 Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

15.12 Amendments in Writing

Except as otherwise stated in this Agreement, no amendment, modification, or waiver of any provision of this Agreement will be effective unless set forth in writing that refers to this Agreement and is executed by authorized representatives of each Party.

15.13 Modification of Agreement

From time to time, Sona may modify this Agreement, in our sole discretion. Changes shall become effective for Customer upon the earlier of: (i) Sona posting the revised Agreement on the Site or through the Services; (ii) renewal of the then-current Term; or (iii) Customer entering into a new Order Form after the updated Agreement takes effect. Customer's continued use of the Services after any of these events constitutes acceptance of the modified Agreement.

15.14 Headings

The headings in this Agreement have been included solely for reference and are to have no force or effect in interpreting the provisions of the Agreement.

15.15 No Third-Party Beneficiaries

No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.

END OF SONA MASTER SERVICES AGREEMENT